AcuityAds Completes the Acquisition of ADman Media and Closes a New $7.3 million Term Loan

TORONTO and NEW YORK, June 15, 2018 /CNW/ - AcuityAds Holdings Inc. (TSXV: AT) ("AcuityAds" or the "Company"), a technology leader that provides targeted digital media solutions by leveraging its proprietary AI technology to enable advertisers to connect intelligently with audiences across video, mobile, social and online display advertising campaigns, is pleased to announce that it has completed the previously announced acquisition of ADman Interactive S.L. ("ADman Media"), the largest video Supply Side Platform (SSP) for Spanish-speaking markets in Europe and Latin America, and has closed a new CDN$7.3 million term loan.

ADman Media Acquisition

Under the terms of the definitive agreement, the Company has acquired 100% of ADman Media for approximately €1.8 million in cash, approximately €0.5 million worth of shares of AcuityAds (the "Shares") being paid at closing (which is subject to post-closing working capital adjustments) and an earn-out with a maximum payout of €12.0 million based on certain financial targets for the calendar years 2018, 2019 and 2020.

The Company believes the acquisition of ADman Media:

• Expands the Company's total addressable market by entering the publisher-direct video supply market;
• Provides complementary and incremental revenue opportunities for the Company to leverage ADman Media's unique inventory and video ad streaming platform in the U.S., which is the second largest Spanish-speaking country in the world, according to the Instituto Cervantes; and
• Extends the Company's global footprint across 9 additional markets in Europe, Latin America and the U.S.

The Company intends to leverage its expanded global footprint to position itself as the premiere advertising platform for brands seeking to reach Spanish-speaking audiences in Europe, Latin America and the United States.  In addition to this existing market opportunity, the Company intends to extend this unique and differentiated technology offering beyond Spanish-speaking markets.

New Term Loan

The Company has also obtained a CDN$7.3 million subordinated term loan (the "Loan") from a group of private lenders (the "Lenders"). The Loan was made pursuant to a credit agreement dated as of June 15, 2018, between a subsidiary of the Company, and the Lenders (including certain executives and directors of the Company, as well as other arm's length and non-arm's length parties). The Company is using the funds from the Loan to complete the Adman Media acquisition (approximately CDN$2.7 million), repay approximately CDN$0.8 million of existing higher-cost term loans, and for general corporate purposes including funding continued growth.

The Loan is subordinate to the Company's existing credit facility with Silicon Valley Bank and has a term of two years. The Loan accrues interest at the rate of 12.0% per annum and, subject to the final approval of the TSX Venture Exchange (the "TSXV"), the Lenders were issued an aggregate of 2,420,990 warrants (the "Warrants") as bonus warrants in connection with the Loan. Each Warrant entitles the Lender to acquire one Share for a period of two years at an exercise price of CDN$1.01, which represents the closing price of the Shares on June 14, 2018. AcuityAds also agreed to pay a nominal fee to two eligible finders assisting in the Loan.

"We are thrilled to be adding ADman Media and its team to the AcuityAds family.  Adman Media's supply side offerings are very complementary to our demand side offerings and together provide publishers and advertisers a more holistic and powerful suite of solutions to enable more effective execution of their digital advertising initiatives," stated Tal Hayek, CEO and Co-founder of AcuityAds. "This acquisition also expands our global footprint and provides incremental revenue growth opportunities in the U.S. market by leveraging ADman Media's unique inventory and video ad streaming platform.  In addition, we are pleased to have secured this new Loan which validates the tremendous opportunity in our business going forward."

The acquisition of ADman Media and the Loan remain subject to the final approval of the TSXV. The Shares issued in connection with the ADman Media acquisition and the Warrants are subject to a statutory four month hold period. A material change report in respect of the Loan will be filed by the Company. The material change report will be filed less than 21 days prior to the closing of the transactions, which is consistent with market practice and the Company deems reasonable in the circumstances.

About ADman Media

Founded in 2010, ADman Media has developed a video Supply Side Platform (SSP) for native formats.  ADman Media's video SSP solution enables the seamless distribution of advertisers' video content through high quality publishers to achieve optimum engagement with audiences and maximize publisher revenues. ADman Media is headquartered in Spain and has sales offices in the U.S., France, Argentina, Brazil, Chile, Colombia and Mexico.

About AcuityAds:

AcuityAds is a leading technology company that provides marketers a powerful and holistic solution for digital advertising across all ad formats and screens to amplify reach and Share of Attention® throughout the customer journey. Via its unique, data-driven insights, real-time analytics and industry-leading activation platform based on proprietary machine learning technology, AcuityAds leverages an integrated ecosystem of partners for data, inventory, brand safety and fraud prevention, offering unparalleled, trusted solutions that the most demanding marketers require to be successful in the digital era.

AcuityAds is headquartered in Toronto, Canada with offices in New York City and Boston, Chicago, Los Angeles, San Francisco, San Diego, Vancouver, Calgary, Montreal and London, England. For more information, visit AcuityAds.com.

Disclaimer in regards to Forward-looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the results following completion of the acquisition of ADman Media, including ADman Media's expected revenue and contribution to financial performance, and the final approval of the TSXV. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements express or implied by such forward-looking statements. Such factors include, among other things, the achievement by ADman Media of certain financial targets and the ability of the Company to leverage its existing credit facilities and/or enter into new facilities to fund the acquisition. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, AcuityAds does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE AcuityAds Holdings Inc.